CourtListener opinion 11177374

Evidence quotes

Clean opinion text

IN THE UNITED STATES DISTRICT COURT 
 FOR THE NORTHERN DISTRICT OF ILLINOIS 
 EASTERN DIVISION 

RYAN K. GOSSE and CLYDE W. DAVIES, 
individually and as representative of a Class 
of Participants and Beneficiaries of the Dover 
Corporation Retirement Savings Plan, 
 Case No. 22 C 4254 
 Plaintiffs, 
 Hon. LaShonda A. Hunt 
v. 
DOVER CORPORATION, et al., 
 Defendants. 
 MEMORANDUM OPINION AND ORDER 
 Ryan K. Gosse and Clyde W. Davies ("Plaintiffs") bring this putative class action 
individually and on behalf of participants and beneficiaries of the Dover Corporation Retirement 
Savings Plan ("Plan"), against Dover Corporation ("Dover") and its Compensation and Benefits 
Committees as well as individual members (collectively, "Defendants"). Plaintiffs assert allege 
that Defendants breached their fiduciary duties by paying excessive recordkeeping fees (Count I) 
and failing to monitor (Count II), both in violation of the Employee Retirement Income Security 
Act of 1974 ("ERISA"), 29 U.S.C. § 1104. Before the Court is Defendants' motion to dismiss for 
failure to state a claim. (Dkt. 79). For the reasons discussed below, the motion is granted. 
 BACKGROUND 
 According to the operative complaint, Dover is a global manufacturer headquartered in 
Illinois that sponsors a 401(k) defined contribution plan for participants like Plaintiffs. (Sec. Am. 
Class Action Compl., ¶¶ 2, 4, 42, Dkt. 73). Participants direct the investment of their contributions, 
but the Plan selects the recordkeeper and investments. (Id. ¶ 4). In 2022, the Plan had 
approximately $1,468,437,574 in assets with 18,965 participants. (Id. ¶¶ 45-46). 
 Mega 401(k) plans like Dover's hire national retirement plan service providers—referred 
to as recordkeepers—with bundled service offerings that can meet all the needs of very large 
retirement plans with the same level and caliber of services for recordkeeping and administration 
("RKA") services and fees. (Id. ¶ 48). There are three general types of RKA services provided by 

all plan recordkeepers: (1) Bundled RKA which may include recordkeeping, transaction 
processing, administrative services, participant communications, compliance support, various 
professional services, plan-level investment consulting and management, and trustee/custodian 
services; (2) "A La Carte" services with separate additional fees which typically include loan 
processing and maintenance, brokerage services/account maintenance, distribution services, and 
processing of qualified domestic relations orders; and (3) Ad Hoc fees such as transaction fees and 
other administrative fees for various services. (Id. ¶¶ 53-56). The sum of fees for Bundled RKA, 
A La Carte, and Ad Hoc services equals the Total RKA fees. (Id. ¶ 57). Plaintiffs maintain, 
however, that Bundled RKA fees make up most of the Plan fee charges. (Id. ¶ 58). In the retirement 
plan services industry, all else being equal, the more participants a plan has, the lower the effective 

per participant fee rate that recordkeepers are willing to charge. (Id. ¶ 50). 
 From the beginning of the proposed Class Period on August 11, 2016, until 
August 31, 2020, the sole Plan recordkeeper was Wells Fargo Bank N.A. ("Wells Fargo"). (Id. ¶ 5). 
From September 1, 2020, to the present, the sole Plan recordkeeper has been Bank of America, 
N.A. d/b/a Merrill Lynch ("Merrill Lynch"). (Id. ¶ 6). Dover sponsors the Plan but the Benefits 
Committee serves as Plan Administrator with fiduciary duties for day-to-day administration and 
operation of the Plan. (Id. ¶¶ 7, 44). 
 Plaintiffs contend that Defendants breached their fiduciary duty of prudence by incurring 
unreasonable RKA fees through Wells Fargo, and then, Merrill Lynch, and by failing to regularly 
monitor the responsible Plan fiduciaries. Ud. 19, 20). Specifically, Plaintiffs maintain that Wells 
Fargo paid an 186% premium for per-participant Plan RKA fees to Wells Fargo from 2016 through 
2020, and a 40% premium for per-participant Plan RKA fees to Merrill Lynch from 2021 to 
present. □□□ § 21). Plaintiffs assert that Defendants should have lowered expenses by soliciting 
bids from competing RKA providers, and using its size and the correspondent bargaining power 
of the Plan to negotiate for RKA fee rebates. (/d. J 22). 
 In support of these allegations, Plaintiffs rely upon data obtained from Schedule C of the 
2018 Department of Labor 5500 Form filed by the Plan fiduciaries: 

 2018 Form 5500 Schedule C Part 1 Line 2 
 Provider Relationship Direct Comp Service Codes 
 WELLS FARGO BANK, N.A. NONE $1,309,090 15 Recordkeeping and information management 
 21 Trustee 
 37 Participant loan processing 
 49 Other services 
 50 Direct payment from the plan 
 60 Sub-transfer agency fees 
 62 Float revenue 
 64 Recordkeeping fees 
 Provider Relationship Direct Comp Service Codes 
 TOWERS WATSON NONE $328,584 17 Consulting (pension) 
 50 Direct payment from the plan 
 70 Consulting fees 
 Provider Relationship Direct Comp Service Codes 
 FINANCIAL ENGINES INC NONE $263,242 27 Investment advisory (plan) 
 51 investment management fees paid directly by plan 
 Provider Relationship Direct Comp Service Codes 
 CROWE HORWATH LLP NONE $59,000 29 Legal 
 50 Direct payment from the plan 
 Provider Relationship Direct Comp Service Codes 
 ALIGHT SOLUTIONS NONE $37,500 29 Legal 
 50 Direct payment from the plan 
 Provider Relationship Direct Comp Service Codes 
 HINCKLEY ALLEN & SYNDERLLP NONE $5,433 29 Legal 
 50 Direct payment from the plan 

(Ud. 9] 61-63).

 They estimate Total RKA fees paid by the Plan to Wells Fargo from 2016-2020: 
 Total Recordkeeping and Administration (Total RKA) Fees 
 2016 2017 2018 2019 2020 
 $1,986,668 $1,437,305] $1,138,063] $1,623,121 

(Id. § 105) 
 They cite the following proposed comparators: 
 Plan Service / Compensation Codes 
 Michelin 401(K) Savings Plan 15, 16, 25, 37, 52 
 FedEx Office And Print Services, Inc. 401(K) Re- 15, 25, 50, 16, 26, 52, 21, 37,57 
 tirement Savings Plan 
 Pilgrim's Pride Retirement Savings Plan □ 
 JBS 401(K) Savings Plan
 Southern California Permanente Medical Group 15, 25, 26, 37, 38, 52 
 Tax Savings Retirement Plan 
 Genesis Healthcare 401(K) Plan 15, 21, 37, 50, 62, 64 
 Bausch Health Companies Inc. Retirement Sav- 37, 60, 64, 65 
 ings Plan 
 Viacom 401(K) Plan 15, 37, 50, 64 
 . 15, 21, 25, 28, 38, 49, 50, 52,57, 59, 62, 

 § 71).

 Compiling this information, Plaintiffs offer the following comparison charts based on 
participant numbers and asset size: 

 Comparable Plans' Total RKA Fees - Form 5500 (Wells Fargo Recordkeeper) 
 (Price calculations are based on 2018 Form 5500 information) 
 Partici. | TotalRKA | totairKa| Record- 
 Plan pants Fee Fee /pr (eepe: 
 Michelin 401(K) Savings Plan 16,521 | $570,186 
 FedEx Office and Print Services, Inc. 401(K) 
 Retirement Savings Plan 17,652 | $521,754 $30 Vanguard 
 Pilgrim's Pride Retirement Savings Plan 18,356 | $486,029 | $26 | Great-West | 
 Fargo 
 JBS 401(K) Savings Plan 19,420 | $481,539 | $25 | Great-West | 

(Id. ¥ 106). 
 2018 ASSET-BASED TOTAL RKA FEE PLAN COMPARISON (5500 FORMS) 
 Total 
 RKA 
 Total Fee Record- 
 RKA Fee | /pp keeper 
 FedEx Office And Print Services, Inc. 401(K) 
 Southern California Permanente Medical 
 Bausch Health Companies Inc. Retirement ah 

 Average $30 

(Id. 170). 
 Plaintiffs thus allege that "the total RKA fees paid by similarly-sized comparable plans 
provide evidence that the Total RKA fees paid by the Dover Plan for materially similar 
commoditized RKA services were excessive and unreasonable, and leads to a reasonable inference 
that Dover Plan fiduciaries employed an imprudent fiduciary process." (/d. § 112). They further

assert that this "cannot be plausibly explained by immaterial service disparities described on 5500 
Forms or elsewhere because there are not material differences in the Total RKA services provides 
to plans as large as the Dover Plan and the comparable plans." (/d. J 146). 
 Plaintiffs estimate Total RKA fees paid by the Plan to Merrill Lynch from 2021-2022: 

 Total Recordkeeping and Administration (Total RKA) Fees 
 po 2022022 | Average | 
 Participants 18,331 18,856 18,594 
 Est. Total RKA Fees $641,585 | $659,960 | $650,773 
 Est. Total RKA Per Participant 

(Id. 163). 
 They cite different proposed comparators: 
 Comparable Plans' Total RKA Fees Based on Publicly Available Information from 
 Participant Fee Disclosures or Financial Statements 
 Total Total 
 ($) | (S/ep) pe 
 Dollar General Corp 401(K) Savings and Retire- 16,125 |$516,000| $32 Voya 
 ment Plan 
 Team Health 401(k) | 17,237 __| $430,925 | $25 _| Schwab | 
 omnis i ss [et 
 asec sinern | es [ons 95 [a 
(Id. | 164). 
 In sum, Plaintiffs claim that "Defendants could have obtained materially similar RKA 
services for much less from other recordkeepers or from Wells Fargo or Merrill Lynch itself had it 
only leveraged its massive size." Ud. § 177). Moreover, they allege, it can be "plausibly inferred 
from the unreasonably high fees it paid for RKA services during the Class Period that Defendants 
did not conduct an effective or competitive solicitation of bids for RKA services, and failed to take

actions that would have reduced such fees." (Id. ¶ 178). This alleged breach of duty caused millions 
of dollars of harm to Plaintiffs and Class Members' retirement accounts. (Id. ¶ 179). 
 PROCEDURAL HISTORY 
 Plaintiff commenced this action in August 2022. (Dkt. 1). Defendants filed a motion to 
dismiss, (Dkt. 12), and in response Plaintiffs amended their complaint in November 2022, (Dkt. 

16). Defendants moved again to dismiss under Rule 12(b)(6). (Dkt. 20). After the parties had 
completed briefing on the motion, the Seventh Circuit issued a precedential opinion in Hughes v. 
Northwestern Univ., 63 F.4th 615 (7th Cir. 2023) (Hughes II). Plaintiffs were granted leave to 
submit Hughes II as supplemental authority, (Dkt. 44), and Defendants responded, (Dkt. 46). The 
Court ruled orally on the motion on July 23, 2024, dismissing the first amended complaint without 
prejudice and granting Plaintiffs a final opportunity to submit a viable complaint. (Dkt. 72; Hearing 
Tr., Dkt. 80-1). Plaintiffs' second amended class action complaint, (Dkt. 73), is the operative 
complaint that Defendants now urge the Court to dismiss with prejudice, (Dkt. 79). 
 LEGAL STANDARD 
 When analyzing a Rule 12(b)(6) motion, the court must draw all reasonable inferences in 

a plaintiff's favor and accepts all well-pleaded facts as true. White v. United Airlines, Inc., 987 F.3d 
616, 620 (7th Cir. 2021). However, the court need not accept legal conclusions as true. Bell Atl. 
Corp. v. Twombly, 550 U.S. 544, 555 (2007). To survive a motion to dismiss, a claim must be 
facially plausible. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). "A claim has facial plausibility 
when the plaintiff pleads factual content that allows the court to draw the reasonable inference that 
the defendant is liable for the misconduct alleged." Id. 
 "In putative ERISA class actions, Rule 12(b)(6) motions are an ‘important mechanism for 
weeding out meritless claims.'" Albert v. Oshkosh Corp., 47 F.4th 570, 577 (7th Cir. 2022) (citation 
omitted). When reviewing these types of claims, courts must take into account the unique facts of 
each case "[b]ecause the content of the duty of prudence turns on ‘the 
circumstances . . . prevailing' at the time the fiduciary acts." Hughes v. Nw. Univ., 595 U.S. 170, 
177 (2022) ("Hughes I") (quoting Fifth Third Bancorp v. Dudenhoeffer, 573 U.S. 409, 425 (2014)). 
Whether the operative complaint survives dismissal depends on the extent to which "[P]laintiffs 

have pleaded sufficient facts to render it plausible that [Defendants] incurred unreasonable 
recordkeeping fees and failed to take actions that would have reduced such fees." Hughes II, 63 
F.4th at 631. 
 DISCUSSION 
 ERISA fiduciaries have a duty to act prudently when managing retirement plans. 29 U.S.C. 
§ 1104(a)(1)(B). Relevant here, Defendants "have a continuing duty to monitor their expenses to 
make sure that they are not excessive with respect to the services received." Hughes II, 63 F.4th at 
625 (citing Tibble v. Edison Int'l, 575 U.S. 523, 525 (2015)). As the Court explained in rejecting 
the prior complaint, the Seventh Circuit delineated a "newly formulated pleading standard" for 
analyzing violation of ERISA fiduciary duty claims. Hughes II, 63 F.4th at 631. "To plead a breach 

of the duty of prudence under ERISA, a plaintiff must plausibly allege fiduciary decisions outside 
a range of reasonableness." Id. at 630 (citing Hughes I, 595 U.S. at 176). "Because the 
circumstances facing an ERISA fiduciary will implicate difficult tradeoffs, [] courts must give due 
regard to the range of reasonable judgments a fiduciary may make based on her experience and 
expertise." Albert, 47 F.4th at 570 (quoting Hughes I, 142 S. Ct. at 742). As such, this is a "context 
specific inquiry." Hughes II, 63 F.4th at 628. "At the pleadings stage, a plaintiff must provide 
enough facts to show that a prudent alternative action was plausibly available, rather than actually 
available." Id. at 630. 
 Hughes II was decided in March 2023 (on remand from the Supreme Court in January 
2022). But a few months earlier, in August 2022, the Seventh Circuit decided Albert, a similar case 
involving claims of excessive recordkeeping fees in violation of ERISA. 47 F.4th at 570. Like the 
instant case, the Albert plaintiffs referenced publicly available data for nine other plans with similar 

numbers of participants and assets that appeared to have paid a much lower average recordkeeping 
fee per plan participant. Id. at 579. The Albert court noted that Plaintiffs had not alleged any facts 
as to the quality or type of recordkeeping services that the comparator plans were paying for, and 
instead, relied solely on the fact that a cheaper option existed. Id. When scrutinized using the 
context-sensitive approach affirmed in Hughes I, the Albert claims were deemed possible but not 
plausible under Twombly and Iqbal, and thus the Seventh Circuit upheld the dismissal of the 
complaint. Albert, 47 F.4th at 580. 
 In contrast, Hughes II found the ERISA breach claims sufficient. 63 F.4th at 632. 
Distinguishing Albert, the Seventh Circuit cited plaintiffs' additional allegations that 
recordkeeping services are fungible, the market for them is highly competitive, and $35 per 

participant was a reasonable recordkeeping fee based on the services provided by existing 
recordkeepers and the plan's features. Hughes II, 63 F.4th at 632. Furthermore, the Hughes II 
plaintiffs asserted that the quality or type of recordkeeping services were comparable to the 
comparator plans and provided examples of other universities which had lowered their 
recordkeeping fees through competitive bidding along with details about how the defendant 
university did in fact lower recordkeeping fees when it restructured its plan a few years later. Id. 
at 632. Taken together, those specific factual averments "suggest[ed] that [Defendant's] 
recordkeeping fees were unreasonably high and that means to lower such fees were available." Id. 
The Hughes II court therefore held that "plaintiffs have pleaded enough to cross the line from 
possibility to plausibility." Id. at 634. 
 The Court previously found Plaintiffs' first amended complaint was closer to Albert than 
Hughes II, primarily because the facts alleged therein did not offer an apples-to-apples comparison 

of comparable services or plans. (Dkt. 80-1). In response, Plaintiffs filed the second amended class 
action complaint in which, following Hughes II, they assert that recordkeeping services are a 
commodity in a highly competitive market that is driven by price such that for mega 401K plans, 
Defendants could have selected significantly less expensive alternatives that would have provided 
the same level of service as Wells Fargo or Merrill Lynch. While on its face these allegations 
appear to mirror Hughes II, the Court agrees with Defendants that they are not premised upon 
meaningful benchmarks and therefore do not state a claim. 
 Starting with 2016-2020 when Wells Fargo was recordkeeper, as an initial matter, Plaintiffs 
calculated an average Total RKA fee of $86 per participant using Plan data spanning 5 years but 
then inexplicably presented comparator data for 1 year only, 2018. Notably, during this five-year 

period, the Plan's Total RKA fees ranged from a high of $101 in 2017 to a low of $62 in 2020. 
While it is true that Defendants were in the process of switching from Wells Fargo to Merrill Lynch 
in 2020, the per participant fee had been steadily decreasing—from $98 in 2018, to $76 in 2019, 
to $62 in 2020, to $35 by 2021. If the comparator plans were similarly trending downward between 
2016 and 2020, then examining only one year of their data does not present a complete picture of 
the reasonable range of fees and plausible options during the relevant timeframe. Plaintiffs offer 
no justification for this flawed approach. 
 Even if the Court analyzed the 2018 data, Plaintiffs have not shown that the cited plans are 
actually comparable. In 2018, the Plan paid Wells Fargo a Total RKA fee of $98 per participant for 
18,373 participants under 8 service codes—15, 21, 37, 49, 50, 60, 62, 64. Plaintiffs identify 4 
comparators: (1) Michelin 401(k) savings plan paid Vanguard a Total RKA fee of $35 per 
participant for 16,521 participants under 5 service codes—15, 16, 25, 37, 52; (2) FedEx Office and 
Print Services, Inc. 401(k) plan paid Vanguard a Total RKA fee of $30 per participant for 17,652 

participants under 9 service codes—15, 25, 50, 16, 26, 52, 21, 37, 57; (3) Pilgrim's Pride retirement 
savings plan paid Great-West a Total RKA fee of $26 per participant for 18,356 participants under 
1 service code—64; and (4) JBS 401(k) savings plan paid Great-West a Total RKA fee of $25 per 
participant for 19,420 participants under 1 service code—64. 
 First, Plaintiffs have not shown that the comparator plans paid for equivalent services from 
these recordkeepers. Plaintiffs presume that use of service code 15 (recordkeeping and information 
management) or service code 64 (recordkeeping) reflects the commoditized services (i.e., bundled 
RKA) that they contend constitutes the bulk of the Total RKA fee. In doing so, they wholly ignore 
that the Plan itself paid for services under 15 and 64, while the 4 comparators paid for services 
under 15 or 64. In fact, the Plan paid for services under 6 other service codes in addition to 15 and 

64, yet Plaintiffs assert that the Michelin 401k which paid for services under 4 other service codes 
in addition to 15, and the FedEx 401(k) which paid for services under 6 different service codes in 
addition to 15, 37, and 50 (similar to the Plan), and the Pilgrim's Pride and JBS 401(k), which paid 
for services under 64 only, were all receiving the same level and quality of recordkeeping services. 
But that conclusion is difficult to square with the Form 5500s. It is reasonable to infer that some 
distinction exists between the various service code categories. However, neither the operative 
complaint nor the Plaintiffs' response sheds light on how to interpret the comparator data selected 
by Plaintiffs. In short, if the underlying services are dissimilar, it follows that Plaintiffs are still 
comparing apples to oranges. 
 Plaintiffs further compound this error by disregarding that the Total RKA fee—which the 
operative complaint alleges is equal to the sum of bundled, a la carte, and ad-hoc services—is 
derived from all the listed service codes on Form 5500. So, for 2018, the Plan paid for Total RKA 
fees incurred under 8 service codes while one comparator incurred fees under 5 service codes, 

another comparator incurred fees under 9 service codes, and the final two comparators incurred 
fees under 1 service code. For example, the Plan paid over $1.8 million to Wells Fargo for 
recordkeeping and information management, trustee, participant loan processing, other services, 
direct payment from the plan, sub-transfer agency fees, float revenue, and recordkeeping fees, 
while JBS 401(k) paid $481,539 to Great West for recordkeeping fees. As already discussed, the 
majority of these service codes are not the same; thus, the basis for comparison is unclear. While 
it makes sense that most recordkeeping services are fungible, Plaintiff fail to present a logical 
framework for calculating the impact of the similarities or differences within these Form 5500s. 
 To be sure, the Court is not suggesting that Hughes II requires Plaintiffs to find plans that 
use the exact same service codes to demonstrate that prudent recordkeeper alternatives existed. 

But by presenting conclusory assumptions about how to interpret the data, as opposed to a reliable 
methodology that accounts for the differing levels and types of services and resulting price points, 
Plaintiffs continue to fall short on meeting their pleading burden. 
 The three additional comparators based on asset size suffer from the same shortcomings. 
According to their Form 5500s, Southern California Permanente Medical Group paid Vanguard a 
Total RKA fee of $31 per participant for 10,770 participants under 6 service codes—15, 25, 26, 
37, 38, 52 (Dkt. 80-17); Bausch Health Companies Inc. paid Fidelity a Total RKA fee of $28 per 
participant for 8,902 participants under 4 service codes—37, 60, 64, 65 (Dkt. 80-14); and Viacom 
401k paid Great-West a Total RKA fee of $31 per participant for about 12,139 participants under 
4 service codes—15, 37, 50, 64. These plans all had significantly lower participant numbers than 
the Plan (a factor Plaintiffs allege is the primary driver of the effective rate offered). For that reason 
and all the others stated above, those comparators are equally inadequate. 
 Turning to 2021-2022 when Merrill Lynch was recordkeeper, Plaintiffs chose not to rely 

upon any of the previous comparators. Defendants correctly note that analyzing the patterns of the 
same mega 401k plans over the years covering the entire proposed class period would be one way 
to alleviate concerns about cherry-picking and manipulation of data. Indeed, Defendants assert that 
the 2021 Form 5500 for the Michelin 401(k) plan reflects a Total RKA fee per participant of $38, 
which is greater than the $35 paid by the Plan, (Defs.' Mem. at 8, Dkt. 80), a contention Plaintiffs 
do not specifically refute in their response. Plaintiffs reason that the recordkeeper changed and so 
it is fine that their comparator set did as well. Even so, unless the original mega 401k comparator 
plans substantially dropped in participant/asset size, it makes little sense to deem them non-
comparable for the later timeframe. Unlike Hughes II, which involved a particular industry with 
standardized services across comparator plans, Plaintiffs chose to restrict their pool to larger plans 

that received a similar set of Total RKA services as evidenced by service codes 15 and 64 on their 
Form 5500s. (Pls.' Resp. at 7-8, Dkt. 83). That approach has deficiencies explained above that 
persist even with this new comparator data set. 
 This time, Plaintiffs allege lower RKA per participant fees of $32 paid to Voya by Dollar 
General Corp. 401(k), $25 paid for Schwab by Team Health 401(k), and $25 paid to Empower by 
RELX Inc. US Salary Investment Plan. However, the Court could not find a description of the 
specific services provided to these comparator plans or the basis for the calculation. As such, there 
is no way to ascertain if the services were comparable such that any higher fee paid by the Plan 
should be deemed excessive. Again, only well-plead allegations satisfy Twombly and Iqbal. 
 Moreover, Plaintiffs did not respond to Defendants' argument that the plan documents for 
Dollar General and Team Health (as well as some of the other 2018 comparators) indicate that the 
employer who sponsors those plans paid all or some of the RKA fees. (Defs.' Br. at 9-10). That 
would be a critical detail that Plaintiffs have not accounted for when asserting that the data shows 

the fees paid by Plan participants was excessive when compared to the amount paid by other plan 
participants. 
 Plaintiffs' strongest argument here is the significant drop in recordkeeping fees from 2016 
to 2021. That detail, coupled with other relevant evidence, could indicate that reasonable options 
existed that Defendants failed to explore sooner. But without any reliable comparator data, the 
decrease, standing alone, is not enough to state a viable cause of action. After all, as Defendants 
argue, this could also show that they were acting prudently as recordkeeping fees continually 
decreased annually and they ultimately engaged a more cost-effective alternative in 2020. 
 At bottom, like Albert, Plaintiffs claim that Defendants violated their duty of prudence by 
failing to monitor the Plan, solicit competitive bids, or negotiate with recordkeeping providers and 

that this is demonstrated by the Plan having a higher RKA fee than other similarly sized plans. But 
Hughes II reaffirmed that "a fiduciary need not constantly solicit quotes for recordkeeping services 
to comply with its duty of prudence" and "plans may generally offer a wide range of . . . fees 
without breaching any fiduciary duty." 63 F.4th at 625-626. Having engaged in the context-specific 
scrutiny required by Hughes II, the Court concludes that Plaintiffs have not pleaded enough factual 
content "to render it plausible that [Defendants] incurred unreasonable recordkeeping fees and 
failed to take actions that would have reduced such fees." Id. at 631. 
 CONCLUSION 
 For all the foregoing reasons, Defendants' motion to dismiss is granted and the second 
amended class action complaint is dismissed with prejudice. 

DATED: October 24, 2025 ENTERED: 

 LASHONDA A. HUNT 
 United States District Judge 

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